Common use of Termination of Tax Sharing Agreements Clause in Contracts

Termination of Tax Sharing Agreements. As of the Closing, all Tax sharing agreements or similar agreements, written or unwritten, with respect to or involving the Company shall be terminated and, after the Closing Date, the Company shall not have any further rights or obligations under any such agreement.

Appears in 2 contracts

Samples: Escrow Agreement (Driversshield Com Corp), Stock Purchase Agreement (Accessity Corp)

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Termination of Tax Sharing Agreements. As of the ClosingAll Tax sharing, all Tax sharing agreements allocation, indemnity or similar agreements, written or unwritten, agreements with respect to or involving the Company shall and/or its Subsidiaries will be terminated and, after as of the Closing Date, the Company shall not have any further rights or obligations under any such agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Vmware, Inc.)

Termination of Tax Sharing Agreements. As of the Closing, Any and all Tax allocation or Tax sharing agreements or similar agreements, written or unwritten, with respect to or involving between the Company or any of its Subsidiaries, on the one hand, and any other Person, on the other hand, shall be terminated as of the Closing Date and, from and after the Closing Date, neither the Company nor any of its Subsidiaries shall not have be obligated to make any further rights or obligations under payment pursuant to any such agreementagreement for any past or future period.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Acadia Healthcare Company, Inc.), Agreement and Plan of Merger (Deerfield Capital Corp.)

Termination of Tax Sharing Agreements. As of the Closing, Any and all Tax allocation or Tax sharing agreements (other than any agreement or similar agreements, written or unwritten, with respect arrangement the primary purpose of which does not relate to or involving Taxes) between the Company and any other Person shall be terminated as of the Closing Date and, from and after the Closing Date, the Company shall not have be obligated to make any further rights or obligations under payment pursuant to any such agreementagreement for any past or future period.

Appears in 2 contracts

Samples: Interest Purchase Agreement, Interest Purchase Agreement (Eldorado Resorts, Inc.)

Termination of Tax Sharing Agreements. As of Prior to the Closing, the Company will withdraw from or terminate all Tax allocation or sharing agreements or similar agreements, written or unwritten, with respect to or involving which the Company shall be terminated andis a party (other than this Agreement). Upon withdrawal, after the Closing Date, the Company shall not have any further all rights or and obligations under any such agreementagreements will cease.

Appears in 1 contract

Samples: Tax Matters Agreement (Graham Holdings Co)

Termination of Tax Sharing Agreements. As of the Closing, all All Tax sharing agreements or similar agreements, written or unwritten, with respect to or involving agreements (other than this Agreement) between the Company and any Person that is not the Company shall be terminated and, after as of the Closing Date, and there will be no Liability of the Buyer or the Company shall not have any further rights or obligations under any such agreementagreement following the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Esterline Technologies Corp)

Termination of Tax Sharing Agreements. As of the Closing, all Tax sharing agreements On or similar agreements, written or unwritten, with respect prior to or involving the Company shall be terminated and, after the Closing Date, the Company Companies and the Subsidiaries shall not have terminate any further and all liabilities, obligations, and rights or with respect to any Tax sharing agreements to which it is a party (other than those imposed by Law), and all obligations thereunder with respect to the Companies and the Subsidiaries shall be settled, and no additional payments shall be made under any such agreementprovisions thereof after the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Newell Rubbermaid Inc)

Termination of Tax Sharing Agreements. As of the ClosingAll tax sharing, all Tax sharing indemnity or Tax allocation agreements or similar agreements, written or unwritten, (including intercompany payables and receivables) with respect to the Acquired Companies or involving the Company Subsidiaries shall be terminated and, after prior to the Closing Date, and the Company Acquired Companies and the Subsidiaries shall not have any further rights or obligations under any no Liability with respect to such agreementagreements following the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pioneer Power Solutions, Inc.)

Termination of Tax Sharing Agreements. As All Tax Sharing Agreements between the Company, on the one hand, and any Shareholder or any of such Shareholder’s Affiliates (other than the ClosingCompany), all Tax sharing agreements or similar agreementson the other hand, written or unwritten, with respect to or involving the Company shall be terminated as of the Closing Date and, from and after the Closing Date, and the Company shall not have any further rights or obligations under any such agreementliability thereunder.

Appears in 1 contract

Samples: Share Exchange Agreement (Agenus Inc)

Termination of Tax Sharing Agreements. As of the ClosingAll Tax sharing, all Tax sharing agreements allocation, indemnity or similar agreements, written or unwritten, agreements with respect to or involving the Company shall and/or its Subsidiaries will be terminated and, after as of the Closing Date, the Company shall not have any further rights or obligations under any such agreement.. (c)

Appears in 1 contract

Samples: Agreement and Plan of Merger

Termination of Tax Sharing Agreements. As of the ClosingAll Tax sharing, all Tax sharing agreements allocation, indemnity or similar agreements, written or unwritten, agreements with respect to or involving any of the Company Subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, the no Company Subsidiary shall not be bound thereby or have any further rights or obligations under any such agreementliability thereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Clean Energy Fuels Corp.)

Termination of Tax Sharing Agreements. As of the ClosingAll Tax sharing, all Tax sharing agreements allocation, indemnity or similar agreements, written or unwritten, agreements with respect to or involving the Company shall or any of its Subsidiaries will be terminated and, after as of the Closing Date, Date and neither the Company shall not nor any of its Subsidiaries will have any further rights or obligations under liability thereunder (other than any such agreementTax sharing, allocation, indemnity or similar agreements (x) entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes or (y) solely between the Company and/or its Subsidiaries).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Citrix Systems Inc)

Termination of Tax Sharing Agreements. As of the ClosingAll Tax sharing, all Tax sharing agreements allocation, indemnity or similar agreements, written or unwritten, agreements with respect to or involving the Company and/or its Subsidiaries shall be terminated and, after as of the Closing Date, Date and neither the Company nor its Subsidiaries shall not have any further rights or obligations under any such agreementliability thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Datawatch Corp)

Termination of Tax Sharing Agreements. As of the ClosingAll Tax sharing, all Tax sharing agreements allocation, indemnity or similar agreements, written or unwritten, agreements with respect to or involving the Company shall and/or its Subsidiaries will be terminated and, after as of the Closing Date, Date (other than an agreement solely among the Company shall and/or some or all of it its Subsidiaries that is disclosed on Section 4.7(b) of the Disclosure Schedule or agreements entered into in the ordinary course of business the primary purpose of which was not have any further rights or obligations under any such agreementTax).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aaron's Inc)

Termination of Tax Sharing Agreements. As Any and all existing Tax Sharing Agreements between any Company Entities (on the one hand) and Seller and/or any of its post-Closing Affiliates (one the Closing, all Tax sharing agreements or similar agreements, written or unwritten, with respect to or involving the Company other hand) shall be terminated and, after (or modified) as of the Closing Date, Date such that there shall be no continuing liability on the part of any Company shall not have any further rights or obligations under any such agreementEntity.

Appears in 1 contract

Samples: Stock Purchase Agreement (1 800 Flowers Com Inc)

Termination of Tax Sharing Agreements. As of the ClosingAll Tax sharing, all Tax sharing agreements allocation, indemnity or similar agreements, written or unwritten, agreements with respect to or involving the Company or any other Company Group Entity shall be terminated as of the Closing Date and, after the Closing Date, the Company Seller shall not have indemnify Purchaser and hold Purchaser harmless for any further rights or obligations liability, including successor liability, under any such agreementTax sharing allocation, indemnity or similar arrangement.

Appears in 1 contract

Samples: Purchase Agreement (On Semiconductor Corp)

Termination of Tax Sharing Agreements. As Any and all tax sharing, allocation or indemnification agreements between Seller (or any Affiliate of Seller) and the Company are terminated as of the Closing, all Tax sharing agreements or similar agreements, written or unwritten, with respect to or involving end of the Company shall be terminated and, Closing Date and will have no further effect for any period after the Closing Date, the Company shall not have any further rights or obligations under any such agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Avnet Inc)

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Termination of Tax Sharing Agreements. As of the Closing, all The Company shall terminate any Tax sharing agreements or similar agreements, written or unwritten, with respect agreements to or involving which the Company shall be terminated and, after and its Subsidiaries are a party thereto effective as of the Closing Date, the Company shall not have any further rights or obligations under any such agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Axos Financial, Inc.)

Termination of Tax Sharing Agreements. As All Tax sharing agreements, arrangements, policies and guidelines, whether formal or informal, express or implied, oral or written, to which the Company or Sellers are a party and all obligations of the Closing, all Tax sharing agreements or similar agreements, written or unwritten, Company thereunder shall be terminated with respect to or involving the Company and applicable to all Post-Closing Periods, and on the Closing Date the Company shall be terminated and, after the Closing Date, the Company shall not have any no further rights liability or obligations under any such agreementthereunder with respect to all Post-Closing Periods.

Appears in 1 contract

Samples: Unit Purchase Agreement (Prestige Brands Holdings, Inc.)

Termination of Tax Sharing Agreements. As of the ClosingAll Tax sharing, all Tax sharing agreements allocation, indemnity or similar agreements, written or unwritten, agreements with respect to or involving the Company shall will be terminated and, after as of the Closing Date, the Company shall not have any further rights or obligations under any such agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (PLBY Group, Inc.)

Termination of Tax Sharing Agreements. As of the ClosingAll Tax sharing, all Tax sharing agreements allocation, Tax indemnity or similar agreements, written or unwritten, agreements with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any further rights or obligations under any such agreementliability thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Shutterfly Inc)

Termination of Tax Sharing Agreements. As of the ClosingAny Tax sharing, all Tax sharing agreements indemnity, or similar agreements, written or unwritten, with respect to or allocation agreement involving the Company or any of its Subsidiaries and any party other than the Company or any of its Subsidiaries shall be terminated and, after as of the Closing Date, the Company shall not have any further rights or obligations under any such agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Clorox Co /De/)

Termination of Tax Sharing Agreements. As Any Tax Sharing Agreement entered into by Sellers or any Affiliate of Sellers, on the one hand, and any Acquired Company, on the other hand, shall be terminated as to each Acquired Company on or prior to the Closing, all Tax sharing agreements or similar agreements, written or unwritten, with respect to or involving the Company shall be terminated and, and after the Closing Date, the no Acquired Company shall not have any further rights or obligations under any such agreementliability thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Colliers International Group Inc.)

Termination of Tax Sharing Agreements. As of the Closing, Any and all Tax allocation or Tax sharing agreements between any Group Company, on the one hand, and any Equityholder or similar agreementsany of its Affiliates, written or unwrittenon the other hand, with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not have any further rights or obligations under any such agreement.from and

Appears in 1 contract

Samples: Call Option Equity Purchase Agreement (United States Steel Corp)

Termination of Tax Sharing Agreements. As of the ClosingAll tax sharing, all Tax sharing indemnity or Tax allocation agreements or similar agreements, written or unwritten, (including intercompany payables and receivables) with respect to or involving the Acquired Company shall be terminated and, after prior to the Closing Date, and the Acquired Company shall not have any further rights or obligations under any no Liability with respect to such agreementagreements following the Closing.

Appears in 1 contract

Samples: Equity Contribution & Purchase Agreement (Pioneer Power Solutions, Inc.)

Termination of Tax Sharing Agreements. As Any and all Tax allocation ------------------------------------- agreements, Tax sharing agreements, intercompany agreements, or other similar agreements between the Company and the Seller or any Affiliate of the Seller that relates to any Tax or Tax matter shall be terminated as of the Closing, all Tax sharing agreements or similar agreements, written or unwritten, with respect to or involving the Company shall be terminated and, after the Closing Date, the Company shall not have any further rights or obligations under any such agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pacer International Inc)

Termination of Tax Sharing Agreements. As of the ClosingAll Tax sharing, all Tax sharing agreements allocation, indemnity or similar agreements, written or unwritten, agreements with respect to or involving the Company and/or its Subsidiaries shall be terminated and, after as of the Closing Date, the Company shall not have any further rights or obligations under any such agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nova Measuring Instruments LTD)

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